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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
RPM, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Shares, without Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
749685103
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SEC 1745(2/92) Page 1 of 5 Pages
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<TABLE>
<S> <C> <C> <C>
CUSIP NO. 749685103 13G PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fifth Third Bancorp
31-0854434
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio Corporation
5 SOLE VOTING POWER
NUMBER OF 2,493,755
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 141,291
EACH REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
2,359,517
8 SHARED DISPOSITIVE POWER
203,630
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,688,151
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.75%
12 TYPE OF REPORTING PERSON*
HC
<FN>
*SEE INSTRUCTION BEFORE FILLING OUT!
</TABLE>
Page 2 of 5 Pages
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RPM, Inc.
Page 3 of 5
749685103
Item 1 (a) Name of Issuer:
RPM, Inc.
Item 1 (b) Address of Issuer's Principal Executive Office:
2628 Pearl Road
P.O. Box 777
Medina, Ohio 44258
Item 2 (a) - (c) Names, Addresses & Citizenship of Persons Filing:
Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Item 2 (d) Title of Class of Securities:
Common Shares, without par value
Item 2 (e) CUSIP Number:
749685103
Item 3 Fifth Third Bancorp is filing as a parent holding company in
accordance with Section 240.13 (d-1) (b) (ii) (G) of the
Exchange Act Rules.
Item 4 Ownership:
This report relates to beneficial holdings by Fifth Third
Bancorp, through several of its banking subsidiaries, of an
aggregate of 2,688,151 outstanding shares of the Common Stock
of RPM, Inc., no par value. 178,000 shares are reported as
Investment Adviser to Fountain Square Funds.
The following tabulations set forth the shares with respect of
which voting rights are held or shared and those shares to
which there is the power of disposal.
(a) Amount Beneficially Owned:
Fifth Third Bancorp, through fiduciary accounts held in its banking
subsidiaries, has neither voting power no dispositive power with respect
to 58,182 shares and are not deemed to be beneficially owned.
The following are held in fiduciary accounts in Bancorp's banking
subsidiaries and are deemed to be beneficially owned:
<PAGE> 4
RPM, Inc.
Page 4 of 5
749685103
Powers:
No. of Shares
Full voting; full dispositive 2,302,825
Full voting; shared dispositive 97,362
Full voting; no dispositive 93,568
Shared voting; full dispositive 3,587
Shared voting; shared dispositive 106,268
Shared voting; no dispositive 31,436
No voting; full dispositive 53,105
No voting; shared dispositive -0-
(b) Percentage of Class:
Fifth Third Bancorp has aggregate beneficial ownership of 5.75%.
(c) Number of Shares as to which such Person has:
(i) Sole Power to Vote or to Direct
the Vote 2,493,755
(ii) Shared Power to Vote or to Direct
the Vote 141,291
(iii) Sole Power to Dispose or to Direct
the Disposition of 2,359,517
(iv) Shared Power to Dispose or to Direct
the disposition of 203,630
Item 5 Ownership of Five Percent or Less
of a Class.
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable
Item 7 Identification and Classification of the Subsidiary which acquired
the Security being Reported on by the Parent Holding Company.
Fifth Third Bancorp, as parent holding company of the banking
subsidiaries listed below, has filed this schedule. The subsidiaries are
filing in accordance with Section 240.13 (d-1)(b) (ii) (G) of the Exchange Act
Rules, none of which hold more than 5% of the outstanding stock of the Issuer.
<TABLE>
<CAPTION>
List of Banking Subsidiaries Federal Tax ID Number Item 3 Classification
---------------------------- --------------------- ---------------------
<S> <C> <C>
Fifth Third Bank 31-0854433 BK
Fifth Third Bank of Columbus 31-1137357 BK
Fifth Third Bank of Northwestern Ohio 34-4208980 BK
Fifth Third Bank of Central Kentucky 61-0290030 BK
Fifth Third Trust Co. & Savings Bank, FSB 59-3085783 BK
Fifth Third Bank of Northern Kentucky 61-0335110 BK
Fifth Third Bank of Central Indiana 35-0545660 BK
Fifth Third Bank of Western Ohio 31-0676865 BK
</TABLE>
<PAGE> 5
RPM, Inc. Page 5 of 5
749685103
Fifth Third Bank of Kentucky, Inc. 61-0290030
Items 8-9 Not Applicable
Item 10 Certification
By signing below the undersigned certifies that, to the best of his
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
February 10, 1995
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Date
THE FIFTH THIRD BANCORP
By: MICHAEL K. KEATING
--------------------------
Name: Michael K. Keating
------------------------
Title: Secretary
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 5 pages
